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Request for Cooperative Provision of Information Needed to Consider Strategic Alternatives

(October 28, 2005)

Copied below is the text of an October 28, 2005 letter to the chairman and chief executive officer of Farmer Bros. Co., requesting his guidance to establish a cooperative process for providing shareholders with the information needed for their consideration of strategic alternatives.

In a November 3 - 14, 2005 exchange of correspondence, the company's chairman responded with references to legal procedures that would be required to compel management's provision of information, the Forum manager asked the chairman to consider his duties to shareholders, and the attorneys representing management in its responses to investor interests confirmed their insistence on formal procedures.  A formal demand was therefore presented by the shareholder Delegate in a December 9, 2005 letter.

 

[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
 

October 28, 2005

 

 

By telecopier: 310/320-2436

 

Mr. Guenter W. Berger

Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

 

 

Dear Mr. Berger:

            As chairman of the Farmer Bros. board of directors, your guidance will be appreciated to establish an efficient process for providing the information needed by shareholders in their consideration of alternatives to realize the value of their investments.

            An initial request for information about the company’s real estate assets should serve as a useful example to develop practical procedures.  It is assumed that most of the relevant facts about specific property locations, sizes, and values will be readily available in board records, or can be easily assembled from your accounting, tax or insurance records.  Informal discussion of what facts management can efficiently prepare and report, possibly as a public filing, should therefore allow us to avoid the costs and delays of a formal process for direct shareholder review of the records.

            Although the information concerning real estate is not likely to involve any confidential material, it is suggested in any event that our development of procedures should include conventional provisions for limiting disclosures of confidential material to the people involved in preparing the reports.

            Please let me know whether you will support the suggested cooperative process for responding to shareholder information requirements, and, if so, who will be responsible for the project.

 

Sincerely yours,

 

 

 

 

Gary Lutin

 

 

 

The Forum is open to all Farmer Bros. shareholders, whether institutional or individual, and to professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives.  As stated in the Forum's Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

There is no charge for participation.  Franklin Mutual Advisers, LLC, the manager of funds owning approximately 12.6% of Farmer Bros. shares, provided initial sponsorship for the Forum and arranged for it to be chaired by Gary Lutin.  Continuing support and guidance of the Forum is provided by an Advisory Panel of actively interested shareholders.

For additional information or to be included in an email distribution list, send an inquiry to farm@shareholderforum.com.